SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                         ------------------------------

                                    FORM 10-Q


           [X] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                       For the quarter ended June 30, 2001

          [ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                        Commission File Number 333-33572

                                 --------------


                       DIAMOND TRIUMPH AUTO GLASS, INC.
            (Exact name of registrant as specified in its charter)


              DELAWARE                                     23-2758853
   (State or other jurisdiction of                      (I.R.S. Employer
   incorporation or organization)                      Identification No.)

                220 DIVISION STREET, KINGSTON, PENNSYLVANIA 18704
          (Address, including zip code of principal executive offices)

                                 (570) 287-9915
                     (Telephone number, including area code)

           Indicate by check mark whether the registrant (1) has filed all
reports to be filed by Section 13 or Section 15(d) of the Securities and
Exchange Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days. Yes [X] No [ ]

           As of August 8, 2001, there were 1,000,000 shares outstanding of
Diamond's Common Stock ($.01 par value) and 35,000 shares outstanding of
Diamond's Series A 12% Senior Redeemable Cumulative Preferred Stock ($.01 par
value).

<PAGE>

                        DIAMOND TRIUMPH AUTO GLASS, INC.
                                    Form 10-Q
                       For the Quarter Ended June 30, 2001

                                      INDEX

                                                                        Page No.
                                                                        --------
      Part I.     Financial Information

            Item 1.  Financial Statements

                     Condensed Balance Sheets - June 30, 2001
                     and December 31, 2000................................... 3

                     Condensed Statements of Operations -
                     Three Months Ended June 30, 2001
                     and 2000................................................ 4

                     Condensed Statements of Operations -
                     Six Months Ended June 30, 2001
                     and 2000................................................ 5

                     Condensed Statements of Cash Flows -
                     Six Months Ended June 30, 2001 and 2000................. 6

                     Notes to Condensed Financial Statements................. 7

            Item 2.  Management's Discussion and Analysis of Financial
                     Condition and Results of Operations..................... 8

      Part II.  Other Information

            Item 6.  Exhibits and Reports on Form 8-K........................ 12

                     Signature............................................... 13


                                        2

<PAGE>

                                     PART I
                              FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS


                        DIAMOND TRIUMPH AUTO GLASS, INC.
                            CONDENSED BALANCE SHEETS
                (Dollars in Thousands except per share amounts)
<TABLE>
<CAPTION>

                                                         June 30, 2001    December 31, 2000
                                                        ---------------   -----------------
                                                         (Unaudited)
ASSETS
<S>                                                          <C>            <C>
Current assets:
  Cash and cash equivalents                               $      6,038     $        25
  Accounts receivable, net                                      17,295          13,977
  Other receivables                                                178             373
  Inventories                                                   16,685          14,581
  Prepaid expenses                                               1,321           1,084
  Deferred income taxes                                          2,241           3,285
                                                        ---------------  --------------
Total current assets                                            43,758          33,325
                                                        ---------------  --------------

Equipment and leasehold improvements, net                        6,304           6,154

Deferred loan costs and senior notes discount, net               5,656           6,073
Deferred income taxes                                           39,352          42,039
Other assets                                                       529             404
                                                        ---------------  --------------
Total assets                                              $     95,599     $    87,995
                                                        ===============  ==============

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
  Accounts payable                                        $     13,206     $    11,952

  Accrued expenses:
      Payroll and related items                                  5,023           4,226
      Accrued interest                                           2,317           2,329
      Accrued income taxes                                       1,545           1,322
      Other                                                        738             492
                                                        ---------------  --------------
 Total accrued expenses                                          9,623           8,369
                                                        ---------------  --------------

Total current liabilities                                       22,829          20,321
                                                        ---------------  --------------

Long-term debt:
  Credit facility                                                    -             500
  Senior notes                                                 100,000         100,000
                                                        ---------------  --------------
Total long-term debt                                           100,000         100,500
                                                        ---------------  --------------

    Total liabilities                                          122,829         120,821
                                                        ---------------  --------------

Series A 12% senior redeemable cumulative preferred
  stock - par value $0.01 per share; authorized
  100,000 shares; issued and outstanding 35,000
  shares in 2001 and 2000, at liquidation preference
  value                                                         51,399          48,449
                                                        ---------------  --------------

<PAGE>

Stockholders' equity (deficit):
Common stock, 2001 and 2000 par value $0.01 per
  share; authorized 1,100,000 shares; issued and
  outstanding 1,000,000 shares                                      10              10

Additional paid-in capital                                      44,394          47,344

Retained earnings (accumulated deficit)                       (123,033)       (128,629)
                                                        ---------------  --------------
    Total stockholders' equity (deficit)                       (78,629)        (81,275)
                                                        ---------------  --------------
Total liabilities and stockholders' equity (deficit)      $     95,599     $    87,995
                                                        ===============  ==============
</TABLE>


                   See notes to condensed financial statements

                                        3

<PAGE>

                        Diamond Triumph Auto Glass, Inc.
                 CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)
                 (Dollars in Thousands except per share amounts)

<TABLE>
<CAPTION>
                                                     Three Months Ended  Three Months Ended
                                                        June 30, 2001      June 30, 2000
                                                        -------------      -------------

<S>                                                           <C>               <C>
Net sales                                                     $ 55,849          $ 49,153
Cost of sales                                                   15,511            15,407
                                                      ----------------- -----------------
Gross profit                                                    40,338            33,746

Operating expenses                                              31,812            27,799
                                                      ----------------- -----------------

Income from operations                                           8,526             5,947

Other (income) expense:
     Interest income                                               (70)               (6)
     Interest expense                                            2,574             2,677
                                                      ----------------- -----------------
                                                                 2,504             2,671
                                                      ----------------- -----------------

Income before provision for income taxes                         6,022             3,276

Provision for income taxes                                       2,409             1,306

                                                      ----------------- -----------------
Net income                                                       3,613             1,970

Preferred stock dividends                                        1,497             1,329
                                                      ----------------- -----------------
Net income applicable to common stockholders                   $ 2,116             $ 641
                                                      ================= =================
</TABLE>


                   See notes to condensed financial statements

                                        4

<PAGE>


                        Diamond Triumph Auto Glass, Inc.
                 CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)
                 (Dollars in Thousands except per share amounts)

<TABLE>
<CAPTION>

                                                      Six Months Ended  Six Months Ended
                                                       June 30, 2001     June 30, 2000
                                                       -------------      -------------

<S>                                                        <C>                <C>
Net sales                                                  $ 105,906          $ 93,818
Cost of sales                                                 29,842            29,271
                                                      ---------------  ----------------
Gross profit                                                  76,064            64,547

Operating expenses                                            61,657            53,838
                                                      ---------------  ----------------
Income from operations                                        14,407            10,709

Other (income) expense:
     Interest income                                             (81)              (44)
     Interest expense                                          5,161             5,483
                                                      ---------------  ----------------
                                                               5,080             5,439
                                                      ---------------  ----------------

Income before provision for income taxes and
      extraordinary loss on extinguishment of debt             9,327             5,270

Provision for income taxes                                     3,731             2,103
                                                      ---------------  ----------------
Net income before extraordinary item                           5,596             3,167

Extraordinary loss on extinguishment of debt,
      net of income taxes of $336                                  -               504
                                                      ---------------  ----------------
Net income                                                     5,596             2,663

Preferred stock dividends                                      2,950             2,621

                                                      ---------------  ----------------
Net income applicable to common stockholders                 $ 2,646              $ 42
                                                      ===============  ================
</TABLE>

                   See notes to condensed financial statements

                                        5

<PAGE>

                        Diamond Triumph Auto Glass, Inc.
                 CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
                 (Dollars in Thousands except per share amounts)

<TABLE>
<CAPTION>

                                                       Six Months Ended  Six Months Ended
                                                        June 30, 2001     June 30, 2000
                                                       ---------------   ---------------
<S>                                                        <C>                <C>

OPERATING ACTIVITIES
    Net cash provided by operating activities                 $ 7,969          $ 6,703
                                                       ---------------  ---------------

INVESTING ACTIVITIES
    Capital expenditures                                       (1,486)            (444)
    Proceeds from sale of equipment                               210               18
    Increase in other assets                                     (125)              (8)
                                                       ---------------  ---------------
Net cash used in investing activities                          (1,401)            (434)
                                                       ---------------  ---------------

FINANCING ACTIVITIES
  Net proceeds from credit facility                             2,500            8,750
  Payments on credit facility                                  (3,000)         (14,750)
  Deferred loan cost                                              (55)            (319)
                                                       ---------------  ---------------
Net cash (used in) financing activities                        $ (555)        $ (6,319)
                                                       ---------------  ---------------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS            6,013              (50)

Cash and cash equivalents, beginning of period                     25               94
                                                       ---------------  ---------------
Cash and cash equivalents, end of period                      $ 6,038             $ 44
                                                       ===============  ===============
</TABLE>


                   See notes to condensed financial statements

                                        6

<PAGE>

                        Diamond Triumph Auto Glass, Inc.
                    NOTES TO FINANCIAL STATEMENTS (unaudited)
                 (Dollars in thousands except per share amounts)


Note 1.
Significant Accounting Policies

            These interim financial statements are unaudited but, in the opinion
            of management, reflect all adjustments (consisting only of normal
            recurring adjustments) necessary to present fairly the data for
            these periods. The interim financial statements should be read in
            conjunction with the audited financial statements and notes thereto
            contained in Diamond's Annual Report on Form 10-K for the fiscal
            year ended December 31, 2000. Diamond's results for interim periods
            are not normally indicative of results to be expected for the fiscal
            year. Weather has historically affected Diamond's sales, net income
            and EBITDA, with severe weather generating increased sales, net
            income and EBITDA and mild weather resulting in lower sales, net
            income and EBITDA. In addition, Diamond's business is somewhat
            seasonal, with the first and fourth calendar quarters traditionally
            its slowest periods of activity.

            Preferred Stock - At June 30, 2001 and December 31, 2000, the
            liquidation value of the Preferred Stock recorded on Diamond's
            Balance Sheet was $51,399 and $48,449, respectively, which includes
            dividends of $16,399 and $13,449, respectively, added to the
            liquidation value.

            Long-Term Debt:

            Credit Facility - On March 27, 2000, Diamond entered into a
            revolving credit facility (the "Credit Facility"). The Credit
            Facility has an initial term of four years and provides for
            revolving advances of up to the lesser of: (1) $25,000; (2) the sum
            of 85% of Diamond's Eligible Accounts Receivable (as defined in the
            Credit Facility) plus 85% of Diamond's Eligible Inventory (as
            defined in the Credit Facility), less certain reserves; or (3) an
            amount equal to 1.5 times Diamond's EBITDA (as defined in the Credit
            Facility) for the prior twelve months. A portion of the Credit
            Facility, not to exceed $3,000 is available for the issuance of
            letters of credit, which generally have an initial term of one year
            or less. Borrowings under the Credit Facility bear interest, at
            Diamond's discretion, at either the Chase Manhattan Bank Rate (as
            defined in the Credit Facility) or LIBOR, plus a margin of 0.25% for
            the Chase Manhattan Rate and 2.0% for the LIBOR Rate. In addition, a
            commitment fee of 0.25% is charged against any unused balance of the
            credit facility. Interest rates are subject to increases or
            reductions based upon Diamond meeting certain EBITDA levels. The
            proceeds of the Credit Facility are available for working capital
            requirements and for general corporate purposes. The Credit Facility
            is secured by first priority security interests in all of Diamond's
            tangible and intangible assets. In addition, the Credit Facility
            contains certain restrictive covenants including, among other
            things, the maintenance of a minimum EBITDA level for the prior
            twelve months, as well as restrictions on additional indebtedness,
            dividends and certain other significant transactions. Diamond was in
            compliance with these covenants at June 30, 2001.

Note 2.
Recent Accounting Pronouncements

            In January 2001, Diamond implemented Statement of Financial
            Accounting Standards ("SFAS") No. 133, "Accounting for Derivative
            Instruments and Hedging Activities." This standard requires all
            derivatives be measured at fair value and recorded on a company's
            balance sheet as an asset or liability, depending on the company's
            underlying rights or obligations associated with the derivative
            instruments. During the quarter ended June 30, 2001, Diamond had no
            derivatives and there was no financial statement effect of
            implementing SFAS No. 133.


                                       7
<PAGE>

ITEM 2.     MANAGEMENT'S  DISCUSSION  AND ANALYSIS OF FINANCIAL  CONDITION AND
            RESULTS OF OPERATIONS

            Results of Operations

            The following table summarizes Diamond's historical results of
            operations and historical results of operations as a percentage of
            sales for the six and three months ended June 30, 2001 and 2000.

<TABLE>
<CAPTION>
                                             Six Months Ended June 30,   Three Months Ended June 30,
                                            ---------------------------- ----------------------------
                                                2001          2000           2001           2000
                                            ------------- -------------- -------------  -------------
                                              $      %      $      %       $      %      $      %
                                            ------ --------------------- ------ ---------------------
                                                 (dollars in millions)          (dollars in millions)

<S>                                         <C>    <C>     <C>    <C>     <C>   <C>     <C>    <C>
Net Sales.................................  105.9  100.0   93.8   100.0   55.8  100.0   49.1   100.0
Cost of Sales.............................   29.8   28.1   29.3    31.2   15.5   27.8   15.4    31.4
                                            ------ ------ ------ ------- ------ ------  ----- -------
Gross Profit.............................    76.1   71.9   64.5    68.8   40.3   72.2   33.7    68.6
Operating Expenses.......................    61.7   58.3   53.8    57.4   31.8   57.0   27.8    56.6
                                            ------ ------ ------ ------- ------ ------  ----- -------
Income From Operations...................    14.4   13.6   10.7    11.4    8.5   15.2    5.9    12.0

Interest Income..........................    (0.1)  (0.1)     -       -   (0.1)  (0.2)     -       -
Interest Expense.........................     5.2    4.9    5.4     5.8    2.6    4.7    2.6     5.3
                                            ------ ------ ------ ------- ------ ------  ----- -------
                                              5.1    4.8    5.4     5.8    2.5    4.5    2.6     5.3
                                            ------ ------ ------ ------- ------ ------  ----- -------
Income before provision for income taxes
and extraordinary loss on etinguishment
of debt...................................    9.3    8.8    5.3     5.7    6.0   10.8    3.3     6.7
Provision for income taxes................    3.7    3.5    2.1     2.2    2.4    4.3    1.3     2.6
                                            ------ ------ ------ ------- ------ ------  ----- -------
Net income before extraordinary
item......................................    5.6    5.3    3.2     3.4    3.6    6.5    2.0     4.1
Extraordinary loss on extinguishment of
debt, net of taxes........................      -      -    0.5     0.5      -      -      -       -
                                            ------ ------ ------ ------- ------ ------  ----- -------
Net income................................    5.6    5.3    2.7     2.9    3.6    6.5    2.0     4.1
                                            ====== ====== ====== ======= ====== ======  ===== =======

EBITDA (1)                                   15.7   14.8   12.2    13.0    9.2   16.5    6.7    13.6
</TABLE>

--------------------
            (1) EBITDA represents income before taxes, interest expense,
            depreciation and amortization expense. While EBITDA is not intended
            to represent cash flow from operations as defined by GAAP and should
            not be considered as an indicator of operating performance or an
            alternative to cash flow (as measured by GAAP) as a measure of
            liquidity, it is included herein to provide additional information
            with respect to Diamond's ability to meet its future debt service,
            capital expenditure and working capital requirements.


            Six Months  Ended June 30, 2001  Compared to Six Months Ended June
            30, 2000


                  Net Sales. Net sales for the six months ended June 30, 2001
            increased by $12.1 million, or 12.9%, to $105.9 million from $93.8
            million for the six months ended June 30, 2000. For the six months
            ended June 30, 2001, installation units increased 3.2% and revenue
            per installation unit increased an average of 10.7%. The increase in
            Diamond's average revenue per installation unit is attributable to
            stabilization of price compression and to its sales mix.

                  Gross Profit. Gross profit for the six months ended June 30,
            2001 increased by $11.6 million, or 18.0%, to $76.1 million from
            $64.5 million for the six months ended June 30, 2000. Gross profit
            increased as a percentage of sales to 71.9% for the six months ended
            June 30, 2001 from 68.8% for the six months ended June 30, 2000. The
            increase in gross profit for the six months ended June 30, 2001 was
            primarily due to the increased level of sales and average revenue
            per installation unit compared to the six months ended June 30,
            2000.

                                       8
<PAGE>

                  Operating Expenses. Operating expenses for the six months
            ended June 30, 2001 increased by $7.9 million, or 14.7%, to $61.7
            million from $53.8 million for the six months ended June 30, 2000.
            Operating expenses increased as a percentage of sales to 58.3% for
            the six months ended June 30, 2001 from 57.4% for the six months
            ended June 30, 2000. The increase in operating expense during the
            six months ended June 30, 2001 compared to the six months ended June
            30, 2000 was due to higher wage expense caused by certain wage rate
            pressures, including increased medical insurance and workers
            compensation insurance costs, primarily at the service center level.
            The increase in aggregate operating expenses was also due to an
            increase in vehicle related expenses, including auto insurance,
            increased promotional activity and greater service and distribution
            center occupancy and maintenance costs due primarily to expansion.

                  Depreciation and amortization expense for the six month period
            ending June 30, 2001 decreased by $0.2 million, or 14.3%, to $1.2
            million from $1.4 million for the six months ended June 30, 2000.
            This decrease is primarily related to a continuing decrease in owned
            vehicles in favor of a vehicle lease program.

                  Income From Operations. Income from operations for the six
            months ended June 30, 2001 increased by $3.7 million, or 34.6%, to
            $14.4 million from $10.7 million for the six months ended June 30,
            2000. This increase was primarily due to the increase in average
            revenue per installation unit and was partially offset by an
            increase in operating expenses as discussed above.

                  Interest Expense. Interest expense for the six months ended
            June 30, 2001 decreased $0.2 million to $5.2 million from $5.4
            million for the six months ended June 30, 2000. Cash interest
            expense was $4.7 million for the six months ended June 30, 2001
            compared to $5.0 million for the six months ended June 30, 2000. The
            decrease was primarily due to a reduction in outstanding borrowings
            under the credit facility during the six months ended June 30, 2001
            compared to the six months ended June 30, 2000.

                  Net Income. Net income for the six months ended June 30, 2001
            increased by $2.9 million to $5.6 million from $2.7 million for the
            six months ended June 30, 2000. Net income as a percentage of sales
            increased to 5.3% for the six months ended June 30, 2001 from 2.9%
            for the six months ended June 30, 2000. The increase in net income
            and net income margin during the six months ended June 30, 2001
            compared to the six months ended June 30, 2000 was primarily due to
            the impact of higher average revenue per installation unit that was
            partially offset by an increase in operating expenses and in the
            provision for income taxes.

                  EBITDA. EBITDA for the six months ended June 30, 2001
            increased by $3.5 million, or 28.7%, to $15.7 million from $12.2
            million for the six months ended June 30, 2000. EBITDA as a
            percentage of sales increased to 14.8% for the six months ended June
            30, 2001 from 13.0% for the six months ended June 30, 2000. The
            increase in EBITDA and EBITDA margin for the six months ended June
            30, 2001 was primarily due to the impact of higher average revenue
            per installation unit that was partially offset by an increase in
            operating expenses as discussed above.

            Three  Months  Ended June 30, 2001  Compared to Three Months Ended
            June 30, 2000


                  Net Sales. Net sales for the three months ended June 30, 2001
            increased by $6.7 million, or 13.6%, to $55.8 million from $49.1
            million for the three months ended June 30, 2000. During the three
            months ended June 30, 2001, installation units increased by 4.3% and
            revenue per installation unit increased an average of 10.0%. The
            increase in Diamond's average revenue per installation unit is
            attributable to stabilization of price compression and to its sales
            mix.

                  Gross Profit. Gross profit for the three months ended June 30,
            2001 increased by $6.6 million, or 19.6%, to $40.3 million from
            $33.7 million for the three months ended June 30, 2000. Gross profit
            increased as a percentage of sales to 72.2% for the three months
            ended June 30, 2001 from 68.6% for the three months ended June 30,
            2000. The increase in gross profit for the three months ended June
            30, 2001 was primarily due to the increased level of sales and
            average revenue per installation unit compared to the three months
            ended June 30, 2000.

                                       9
<PAGE>

                  Operating Expenses. Operating expenses for the three months
            ended June 30, 2001 increased by $4.0 million, or 14.4%, to $31.8
            million from $27.8 million for the three months ended June 30, 2000.
            Operating expenses increased as a percentage of sales to 57.0% for
            the three months ended June 30, 2001 from 56.6% for the three months
            ended June 30, 2000. The increase in operating expense during the
            three months ended June 30, 2001 compared to the three months ended
            June 30, 2000 was due to due to higher wage expense caused by
            certain wage rate pressures, including increased medical insurance
            and workers compensation insurance costs, primarily at the service
            center level. The increase in aggregate operating expenses was also
            due to an increase in vehicle related expenses, including auto
            insurance, increased promotional activity and greater service and
            distribution center occupancy and maintenance costs due primarily to
            expansion.

                  Depreciation and amortization expense for the period ending
            June 30, 2001 decreased by $0.1 million, or 14.3%, to $0.6 million
            from $0.7 million for the three months ended June 30, 2000. This
            decrease is primarily related to a continuing decrease in owned
            vehicles in favor of a vehicle lease program.

                  Income From Operations. Income from operations for the three
            months ended June 30, 2001 increased by $2.6 million, or 44.1%, to
            $8.5 million from $5.9 million for the three months ended June 30,
            2000. This increase was primarily due to the increase in average
            revenue per installation unit and was partially offset by an
            increase in operating expenses as discussed above.

                  Interest Expense. Interest expense for the three months ended
            June 30, 2001 held constant at $2.6 million from for the three
            months ended June 30, 2001 and 2000. Cash interest expense was $2.3
            million for the three months ended June 30, 2001 compared to $2.4
            million for the three months ended June 30, 2000. The decrease was
            primarily due to a reduction in outstanding borrowings under the
            credit facility during the three months ended June 30, 2001 compared
            to the three months ended June 30, 2000.

                  Net Income. Net income for the three months ended June 30,
            2001 increased by $1.6 million to $3.6 million from $2.0 million for
            the three months ended June 30, 2000. Net income as a percentage of
            sales increased to 6.5% for the three months ended June 30, 2001
            from 4.1% for the three months ended June 30, 2000. The increase in
            net income and net income margin during the three months ended June
            30, 2001 compared to the three months ended June 30, 2000 was
            primarily due to the impact of higher average revenue per
            installation unit that was partially offset by an increase in
            operating expenses and in the provision for income taxes.

                  EBITDA. EBITDA for the three months ended June 30, 2001
            increased by $2.5 million, or 37.3%, to $9.2 million from $6.7
            million for the three months ended June 30, 2000. EBITDA as a
            percentage of sales increased to 16.5% for the three months ended
            June 30, 2001 from 13.6% for the three months ended June 30, 2000.
            The increase in EBITDA and EBITDA margin for the three months ended
            June 30, 2001 was primarily due to the impact of higher average
            revenue per installation unit that was partially offset by an
            increase in operating expenses as discussed above.

            Liquidity and Capital Resources

                  Diamond's need for liquidity will arise primarily from the
            interest payable on its 9 1/4% Senior Notes (the "Notes"), the
            credit facility and the funding of Diamond's capital expenditures
            and working capital requirements. There are no mandatory principal
            payments on the Notes prior to their maturity on April 1, 2008 and,
            except to the extent that the amount outstanding under the credit
            facility exceeds the borrowing base, no required payments of
            principal on the credit facility prior to its expiration on March
            27, 2004.

                                       10
<PAGE>

                  Net Cash Provided by Operating Activities. Net cash provided
            by operating activities for the six months ended June 30, 2001
            increased by $1.3 million to $8.0 million from $6.7 million for the
            six months ended June 30, 2000. The increase was primarily
            attributable to an increase in Diamond's net earnings, a $3.7
            million increase in accrued expenses and a $1.3 million decrease in
            deferred income taxes which was partially offset by a $3.4 million
            increase in accounts receivable and a $2.1 million increase in
            inventory.

                  Net Cash Used in Investing Activities. Net cash used in
            investing activities for the six months ended June 30, 2001
            increased $1.0 million to $1.4 million from $0.4 million used in
            investing activities for the six months ended June 30, 2000. The
            primary reason for the variance was an increase in capital
            expenditures.

                  Net Cash Used in Financing Activities. Net cash used in
            financing activities for the six months ended June 30, 2001
            decreased $5.7 million to $0.6 million from $6.3 million used for
            the six months ended June 30, 2000. The primary reason for this
            variance was a decrease in credit facility payments over proceeds
            for the six months ended June 30, 2001 to $0.5 million from $6.0
            million for the six months ended June 30, 2000.

                  Capital Expenditures. Capital expenditures for the six months
            ended June 30, 2001 were $1.5 million, as compared to $0.4 million
            for the six months ended June 30, 2000. Capital expenditures for the
            six months ended June 30, 2001 were made primarily to fund the
            continued upgrade of Diamond's management information systems.

                  Liquidity. Management believes that Diamond will have adequate
            capital resources and liquidity to satisfy its debt service
            obligations, working capital needs and capital expenditure
            requirements, including those related to the opening of new service
            centers and distribution centers for the foreseeable future.
            Diamond's capital resources and liquidity are expected to be
            provided by Diamond's net cash provided by operating activities and
            borrowings under the credit facility.


            Forward-Looking Statements

                  Readers are cautioned that there are statements contained in
            this report which are "forward-looking" statements within the
            meaning of the Private Securities Litigation Reform Act of 1995 (the
            "Act"). Forward-looking statements include statements which are
            predictive in nature, which depend upon or refer to future events or
            conditions, which include words such as "expects," "anticipates,"
            "intends," "plans," "believes," "estimates," or similar expressions.
            In addition, any statements concerning future financial performance
            (including future revenues, earnings or growth rates), ongoing
            business strategies or prospects, and possible future actions, which
            may be provided by management, are also forward-looking statements
            as defined by the Act. Forward-looking statements are based on
            current expectations and projections about future events and are
            subject to risks, uncertainties, and assumptions about Diamond,
            economic and market factors and the industries in which Diamond does
            business, among other things. These statements are not guarantees of
            future performance and Diamond has no specific intention to update
            these statements.

                  These forward-looking statements, like any forward-looking
            statements, involve risks and uncertainties that could cause actual
            results to differ materially from those projected or anticipated.
            The risks and uncertainties include the effect of overall economic
            and business conditions, the demand for Diamond's products and
            services, regulatory uncertainties, the impact of competitive
            products and pricing, changes in customers' ordering patterns and
            potential system interruptions. This list should not be construed as
            exhaustive. Our annual report on Form 10-K in respect of the fiscal
            year ended December 31, 2000 discusses certain of these risks and
            uncertainties under the caption "Factors Affecting Future
            Performance."


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<PAGE>

                                     PART II

                                OTHER INFORMATION



      ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K

      (a)    Reports on Form 8-K.

              Not applicable.


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<PAGE>

                                    SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.


                                       DIAMOND  TRIUMPH  AUTO  GLASS, INC.



   Date: August 8, 2001                By: /s/  Michael A. Sumsky
                                          -------------------------------------
                                           Name:  Michael A. Sumsky
                                           Title: Executive Vice President
                                                  Chief Financial Officer and
                                                  General Counsel (Principal
                                                  Financial and Chief Accounting
                                                  Officer)


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